SpiderMan's ultimate challenge
by dragonicdevil
Summary: After Spider-Man defeated Green Goblin so did his life return to normal before Venom showed up again, Spidey took him down but then the dreadful Carnage appeared, is Spider-Man willing to do something he swore to never do again to stop this unstoppable destructive machine?
1. Temporally normalcy

Spider-Man's ultimate challenge

**After Spider-Man took down the Green Goblin AKA Norman Osborn, and Gwen stayed with Harry, Peter thought that things would stay calm for a while but he didn't even know that the worst was yet to come. **

Chapter 1- Temporally normalcy

It has been three weeks since the Green Goblin was defeated and the city had been quiet for a while now, Spider-Man sat on top of a skyscraper and looked down at the traffic, "Normally I would love that the criminals seems to catch me a break, but right now I could really use a good old bank robbery or a car chase to get my mind of my problems". Spider-Man sighed, after he unintentionally killed Norman Osborn so had life been difficult for him.

Harry was trying his best to get everyone to see Spider-Man as a criminal, every time he heard someone mention a crime Spidey had stopped so would he snap and yell and say that Spider-Man probably only did it to make everyone forget that he killed his father, most people however didn't pay attention to what he said since everyone had learned that Norman Osborn was the Green Goblin.

And Gwen, Peter didn't want anything more than to hold her in his arms, but since Harry needs her to keep himself from going back to the Globulin Green and so even though Peter and Gwen wanted to be with each other so couldn't they, otherwise they might be looking at the second Green Goblin. Another problem Peter had was how he was going to make things right with Liz so they could be friends again, she had been pretty mad at him for a while but it seems like she was calming down now.

Suddenly a police siren caught Spider-Man's attention, he looked down and saw a couple of police cars passing by below him, he got to his feet and dived down from the skyscraper, he fell for about a minute before shooting a web-line and swung after the cars, following them to where the trouble was.

He soon saw that there a robbery in a diamond store, the police was trying to catch them but they had taken the clerk and held him hostage, "Back away cops, or this guy is toast". Captain George Stacy kept an eye in the sky and saw the web-slinger, he smiled when he saw him.

"Didn't you hear what I said, back off", said the one holding the clerk while holding his gun aimed at his head, before anyone could react so came Spider-Man in through the door. He shot two webs and grabbed the thugs guns and yanked them away from the thugs, "Well what do we have here a party? Could it be that my invitation was lost in the mail?" Before the thugs could do anything so shot Spidey a web-line at the clerk and yanked him away from the thugs.

The thugs ran towards Spidey and tried to punch him, but the web-spinning wonder dodge every attack before webbing them both to the wall. A few minutes later so was the thugs being put into a police car with handcuffs on their wrists, Spider-Man and George looked as the cars drove away before George turned his eyes to the super-powered teen, "Thanks for the help there Spidey, it could've gotten really ugly if you hadn't shown up". Beneath his mask so was Peter smiling, "No problem Captain Stacy, all in a day's work after all", George smile suddenly vanished, he asked Spider-Man what was troubling him, Spidey got nervous and said that nothing was wrong, "Kid, I can read people pretty good and even though you wear a mask so can I see that something is wrong".

Spider-Man sighed he wanted to tell George Stacy what was wrong but he couldn't, "It's nothing I can't handle, trust me captain", George nodded not completely believing the young hero, Spider-Man took of up in the air and swung away.

LATER AT THE DAILY BUGLE,

After that he developed the photos, Peter stepped into the Daily Bugle and the first thing he heard was Jolly Jonah Jameson scream like usual, "LEE, IF I DON'T HAVE THAT DAIMOND STORE ROBBERY STORY ON MY DESK IN 0.0002 SECONDS YOUR GOING TO HAVE TO LOOK FOR A NEW JOB!" Ned Lee sighed, he took his story and gave it to Jameson, Peter hadn't noticed that Ned was there but it didn't matter.

A few seconds after Jameson had read the story so did he see Peter standing outside his office, "PARKER, IF YOU DON'T GIVE ME PICTURES OF THAT ROBBERY IN 0.00001 SECONDS SO WILL YOU NEVER TAKE ANOTHER PICTURE FOR THIS PAPPER AGAIN!" Peter quickly got into the office and handed Jameson the pictures, before he had gotten into the store so had he webbed his camera in an angle so that it got a good view into the store. Jameson looked at the pictures, "they're all crap but I'm nice so I give you 60 bucks for all five of them", Peter gritted his teeth, Jameson knew just like he did that each picture was worth twice of that and Peter needed the money.

"Mister Jameson, I know that each picture is worth twice that price but what say we compromise, I'll get 60 bucks for each of them and we forget the other half, come on I have to help my aunt May with the bills". Jameson looked at Peter's determined face, he would never admit it but he liked Parker and hearing this he couldn't say no, "Fine Parker, you'll get your 300 bucks, give this check to Ms Brant".

Peter couldn't believe that Jameson had given up so easily but he wouldn't complain over it, he took the check and got out to where Betty Brant sat, Peter gave her the check and got his money

Peter was swinging around the city with a web-bag on his back to see if any crime was going on somewhere, suddenly he heard a scream and saw a man grab a woman's purse, Spidey let go of his web-line and shot another web and swung lower to the ground. The thief was running away laughing but he suddenly gasped in horror as he felt someone grab him and his feet leave the ground. A few seconds later so did he hang upside down in a web cocoon, Spidey landed in front of the woman and handed her the purse, "Here is your purse lady, I'm glad he didn't do something bad to you". The woman took the purse and smiled at Spider-Man, "Thank you Spider-Man, I don't care what Jameson says about you because in my book so are you a true hero".

Spider-Man was touched by the woman's words, he didn't hear that very often and he smiled under his mask, "Thank you but I'm only doing what's my duty, because with great power comes great responsibility". After saying that Spidey took and jumped up in the air before he began swinging home, it was getting late and he had a school day tomorrow.

A FEW MINUTES LATER IN FOREST HILLS,

Spider-Man was jumping from roof to roof and was coming closer to his house, but as he saw his house he saw Liz Allen standing outside it, obviously waiting for him, Peter knew that he needed to talk to her and it might as well be now. Peter landed in a alley nearby and took his normal clothes out of the web-bag and changed back to the soon 17 years old Peter Parker, Peter walked towards his house, Liz saw him coming towards her and walked towards him and soon they stood in front of each other.

Peter was nervous, he didn't know if Liz was here to yell at him or not, but he soon calmed down when he saw Liz smile at him, "Petey I know it has been rough in our relationship since the break up but I would like if we could be friends again", Peter smiled and said that he would like to be friends again, they said they would talked more tomorrow and Liz left and Peter went inside the house.

Once Peter was inside so came aunt May out from the kitchen, "Peter, how have your day been sweetie?" Peter smiled at her before kissing her on the cheek, "I'm fine aunt May, and look I got some money so now we can pay all the bills", Peter took out the money and gave them to aunt May, whom smiled sadly, "Thanks Peter but you should not give me all of them, you need some of it too". Peter however refused to take half of the money she was holding towards him, "You need them more than I do aunt May, I'm going upstairs now, good night", Peter went upstairs and May sighed, she wished that Peter would think about himself a little more.

A FEW MINUTES LATER IN PETER'S ROOM,

Peter felt himself feeling a little worried when he saw how little web fluid he had left, he knew he should have taken some of that money but aunt May needed it for the bills, he sighed, he would just have to take more pictures and earn more money.

_I'm sure I can find some kind of big crime to bust and get pictures of for a big paycheck, I mean, we live in New York City, Peter thought before he went to his bed and fell asleep._

THE NEXT MORNING,

Peter woke up and went down the stairs there his breakfast was waiting for him, after finishing it and said good bye to aunt May he changed into his costume and began to make his way to Midtown High when he suddenly heard an explosion. Spider-Man made his way to where he heard the explosion and saw Electro and Rhino robbing an armored truck full of money, probably to help Dock Ock whom escaped recently with his plans. Peter webbed his camera and jumped into action.

_I guess I won't have to wait long for that paycheck at all, Spider-Man thought as he landed in front of Rhino and Electro and prepared himself for battle._

**Everything looks bright for our hero now, but he will soon have to face the return of a old enemy and the arrival of a new, more powerful one, how will Spidey handle this challenge? Continue reading to find out and please review. **


	2. The breakout

Spider-Man's ultimate challenge

**Last time so did thing become right between Peter and Liz again, and he also got money to pay for the bills, will things continue looking good for our hero or will the famous Parker luck mess his life up? Continue reading to find out. **

Chapter 2- The breakout

Spider-Man was making his way his way towards Midtown High trying to get there in time, he had managed to defeat Electro and Rhino but it wasn't easy, he was sore in most of his body.

_Man the lightning butt and the horn head was extremely persistent today, they really had a desire to rob that truck, Spider-Man thought as he was thinking back to the battle._

FLASHBACK,

Spider-Man shot web in Rhino's eyes before grabbing one of the doors for the truck that Rhino had ripped off and pulled it in Electro's back, sending him flying, Spidey's spider sense suddenly kicked in and he saw Rhino charge at him, Spidey jumped up in the air but he couldn't avoid Electro's electric blast and it hit the web-head in the back sending him to the ground.

_Aaaww that really hurt, I guess I have to be careful, they're more serious than usual, Spider-Man thought as he was picking himself up from the ground._

His spider sense suddenly went crazy and he turned around to see Rhino toss a car at him, Spider-Man was about to jump over it then he saw that it was sitting a family in the car. Spidey knew that he had to help them so he stood still and caught the car with his hands, he backed about 5 meters because of the force in the throw, Spidey carefully sat the car down before his spider sense warned him again right before he was backhanded by Rhino sending him through a wall.

Spider-Man was slowly getting back on his feet, his head was dizzy from that hit, but before he could recover so was he hit by a powerful electric blast that sent electricity through his entire body and he screamed in agony, after a few seconds the blast stopped and the web-spinning wonder fell on all four gasping in pain. Electro walked towards him, he covered one of his hands with the protective glove before grabbing Spider-Man by the front of his costume, Electro looked into Spider-Man big white mask eyes, "Time to die freak", Electro charged up his second hand with electricity to finish Spider-Man off.

However during this short time Spidey had recovered enough to give Electro a hard punch in the chest sending the electric villain flying up into the roof, Spider-Man suddenly saw that he was in a store there you buy clothes for different works, and he also noticed a pair of rubber gloves.

Spider-Man shot a web and pulled them towards himself, he put the gloves on and jumped towards Electro, Electro was still recovering from Spidey's last punch so he wasn't prepared then he got one punch after another in the face, Electro managed to launch a blast at Spider-Man who jumped out of the store and landed on a water post.

Spider-Man spider sense went off and he saw Rhino charge at him, suddenly he got an idea, he waited until the last minute before jumping up to the light pole over him while Rhino crushed the water pole and a pillar of water appeared. Rhino looked up at him, "HA, did you think that would stop me?", Spider-Man shot out a web that hit Electro in the chest, "No but I think this will", he pulled and Electro flew towards the pillar of water, Spidey flipped down and kicked Rhino in the head so he stumbled into the water just as Electro flew into it.

A massive electrical energy release came from Electro as he shorted out, causing electricity to flow through Rhino, Spidey soon shot web on the broken water post and stopped the water from continue flowing out, Electro fell to the ground unconscious, Spidey waited for Rhino to fall too but he didn't, after a few seconds Spidey thought that Rhino was still okay enough to fight until that big horn head finally collapsed.

Spidey went down on all four gasping for air, he was exhausted, he suddenly felt both his arms getting grabbed, he got ready to fight only to see that it was two civilians holding his arms as they helped him back up on his feet. Spidey looked at them both, "Are you okay there Spider-Man?" One of them asked, Spidey nodded his head, "Good". Once the two men was sure that Spider-Man could stand on his own feet they let go of his arms, suddenly Spider-Man heard cheers and applauds, he saw a crowd there cheering and thanking him for stopping Rhino and Electro, Spidey smiled and waved at them before getting his camera and continued his way to school.

END OF FLASHBACK,

Spider-Man made it to Midtown High without coming across anymore crimes on the way there, he went behind the gym and began changing and soon so was Peter Parker running over the school yard, somehow he managed to come in with enough time to get the books from his locker.

Once he was outside the biology classroom so saw he Liz, he walk over to her whom saw him and smiled at him, "Hi Petey how are you today"? Peter smiled, "I'm fine but I thought that I would be late because I had to take pictures of Spider-Man fighting Rhino and Electro who tried to rob an armored truck". Liz smiled, it looked for her that things hadn't changed much for Peter. At that moment their teacher Aaron Warren came and they walked into the classroom.

AT THE SAME TIME AT THE RAVENCROFT MENTAL INSTITUTE,

Cletus Kasady, who had been here almost a year now, was bored out of his mind, he had recently been on one of those rehabilitate sessions, and all it did was bore him out of his mind, he wanted out and kill people in every way possible.

He did however find another patient interesting, a guy named Eddie Brock, he seemed to know a lot about Spider-Man… The very same person who put Kasady in jail and is the first person to ever do that, he swore that once he escaped from this place he would kill that brat.

At the same time a few rooms away so was Eddie Brock thinking similar thoughts:

_It will come back, the symbiote will come back to me, and when it does I will kill you Peter Parker aka Spider-Man, I will turn everyone against you and then kill you._

A FEW HOURS LATER AT MIDTOWN HIGH,

Peter was heeding out from the school, trying to catch a glimpse of Harry and Gwen, he wanted to talk to Harry about what happened at the lunch earlier.

FLASHBACK,

Peter was looking for Gwen and Harry but didn't see them anywhere, he suddenly heard someone say his name, he saw Liz and Mary Jane Watson sitting at a table (they had become pretty close friends after the Molten Man thing), they told him to come and sit with them, he smiled and walked over to them.

MJ was looking for something inside her bag, a few seconds later she found what she was looking for, she put the latest number of the Daily Bugle on the table, it was about the Diamond store robbery yesterday, and as usual Jameson twisted the facts since the rubric was: SPIDER-MAN ARRANGE DIAMOND STORE ROBBERY AND TURN IN HIS ACCOMPLICES! Peter sighted, he knew that would happen but he needed the money.

"Nice shots Tiger, as usual you're the only one to get pictures of Spider-Man in action", Peter smiled at the compliment but suddenly so got both Liz and MJ a worried look on their faces, Peter turned around and saw Harry and Gwen stand there, Harry didn't look too happy.

"I can't believe you Pete, you know what that guy did to my dad and you still have the nerve to take pictures of him that makes him look like a hero". Peter got a sad look on his face, "I know you're mad Harry but I don't think Spidey meant to do that and besides I can't quite my job I need to help my aunt with our bills". Harry looked angry at Peter, "There's more jobs out there Pete and if you were a true friend you would show the world what he really is, a MURDERER!" Harry stormed of with a sad Gwen after him, MJ and Liz looked at Peter who felt that he wanted to sink into the earth when Harry unintentionally had called him a murderer.

END OF FLASHBACK,

Peter wanted to talked to Harry, try to make him see it from another angle, but he didn't see a glimpse of either him or Gwen, he sighed before heading home to develop his latest pictures and give them to Jameson so he could buy the stuff he needed to make more web fluid.

LATER THAT EVENING AT THE RAVENCROFT MENTAL INSTITUTE,

Eddie was lying on his bed then he suddenly heard something from the drain, he looked over to it and saw the black symbiote come out of it, he smiled happily when he saw it, it quickly its way to Eddie and bonded with him again and Venom was reborn.

"Finally, we are whole again and now, you better be ready Spider-Man because Venom is coming to kill you", Venom smashed the wall in his room to pieces , but before he jumped out so did a piece of the symbiote fall of as it changed color, it turned red, Venom jumped out and swung away. The guards opened the door to Eddie's room and saw that he was gone and sent the alarm, they didn't notice the red symbiote crawl out of the room searching for a host, it felt an extremely powerful negative energy coming from a room a little down the corridor.

It crawled under the door and inside was Cletus Kasady, he got shocked as he saw red mud, but the thing that shocked him the most was not the color but that it moved on its own, like it had a mind of its own, before he could do anything so jumped the symbiote on him, he screamed in shock as the symbiote bonded with him.

Soon so was a red creature laying on the floor where Kasady had stood, suddenly it began to laugh, "I see, so this is what Brock was talking about, the power and all the memories, I know all that Venom knows and that means, all that Spider-Man knows, so looked out you brat because Carnage is coming for you". Carnage smashed the wall just like Venom had and also swung away, thinking that he would have a quite the party now.

**So not only is Venom back, but now there is a new symbiote out there? How will Peter handle this new enemy, how will he defeat the deadly Carnage? Continue reading to find out and please review.**


	3. Worries

Spider-Man's ultimate challenge

**Last time so bonded Eddie with the symbiote again and became Venom once more, but right before Venom escaped from the Ravencroft institute so did the symbiote reproduce itself and a new symbiote was created, it bonded with Cletus Kasady and they became Carnage, how will Spidey handle this? **

Chapter 3- Worries

Peter walked down the stairs, yesterday he had put both Rhino and Electro behind bars again and he had also earned enough money to buy the chemicals he needed to make more web fluid, he had spent a few hours last night making some and still had enough to make more then he needed to and now he was looking forward to a good breakfast.

But as soon as he came down he heard his aunt gasp from the living room, he rushed over there, "Aunt May are you okay?" May quickly muted the TV, "I'm fine Peter I just got a little shocked that's all". Peter didn't believe her and before she could stop him he grabbed the remote and put the sound on again, he saw the news report was about the Ravencroft Institute.

ON THE TV,

"That's right people last night so did a breakout happen, the young inmate Eddie Brock who believe that he is the super-villain Venom and the serial killer Cletus Kasady escaped last night and through the look of things someone smashed their walls before helping them escape. Both inmates are considered dangers, Kasady because of his past and Brock because he's not mentally stable so we advice people to…."

TV GOT TURNED OFF,

Peter put down the remote once he had turned off the TV, he was in shock, he knew that the symbiote must have found Eddie again, it was the only way he could've gotten out but why would Eddie help Kasady?

_Eddie is dangerous because of the symbiote but Kasady is also dangerous because he's completely insane, and I should know since I was the one who finally put him in jail, Peter thought as he remembered the first summer he had as Spider-Man._

FLASHBACK,

Spider-Man was swinging around the city at night, so far he was seen as just a myth since not many people had seen him, mostly the thugs that he took down, he had just stopped bag snatcher and was about to go home then he stopped after he heard the news through a window. The serial killer Cletus Kasady was holding a whole building with people hostage, he had bombs planted all over the building and said that if the police didn't play with him he would kill them, Peter had heard of Kasady and knew that he would kill them anyway, but he wouldn't allow it.

Spider-Man quickly swung to the place, he saw that it was surrounded by police cars but they didn't dare do something unless they were told to by that psycho, Spider-Man quickly and silently swung around the building and found a window to crawl in through, he gasped as he saw a lot of bombs on each floor he passed.

Spider-Man finally reached the floor there Kasady was, he was in a big room with a lot of people, little kids crying and their parents trying to calm them down, hoping that Kasady wouldn't kill them. Kasady looked out the window and then looked back at the people and a sick smile appeared on his face, "I'm going to have fun with the police but after that, what should I do with you?" His finger went to the trigger and away from it, back and forth his finger went, Spider-Man felt his anger rising, he was toying with these people's lives and he couldn't watch it anymore.

Spider-Man stuck to the shadows and moved until he was behind Kasady but could still see his hand with the trigger. He saw a metal rod on the floor, he picked it up and aimed, he then threw the rod and hit Kasady's hand that held the trigger. Kasady held his hand in both pain and shock but before he could pick up the trigger again so shot Spider-Man a web that made contact with his back and pulled Kasady towards himself.

Spider-Man prepared a punch but right before it connected so pressed Kasady something that was under his undershirt, the second after Kasady got a hard punch in the chest that sent him flying through the room and into the opposite wall with such force that it became cracks in the wall. The people in the room got shocked and looked at the spot there Kasady had been pulled to, Spider-Man thought that he could continue being seen as a myth for a while and was about to leave the rest to the police when his spider sense went crazy, it was warning for Kasady.

Spider-Man jumped out from the shadows and the people gasped as they saw the person they thought was only a myth, Spider-Man followed his spider sense and lifted Kasady's undershirt and gasped, he had a bomb around his stomach and from what his spider sense told him it had at least a hundred meters blast range, which would trigger a chain reaction and trigger the other bombs, and what scared him the most was that it would go off in less than one minute.

Spider-Man ripped the bomb of his stomach and jumped out the window and stuck to the wall before he began to run as fast as he could up for the wall, he needed to get it high up in the air and fast, he was getting closer to the roof but suddenly so went his spider sense completely nuts, he looked at the bomb and saw that it was a little more than 20 seconds left. He attached a web to the bomb before he began to spin it, he spun it faster and faster before he let go of the web and the bomb flew up into the sky, he crossed his fingers that it would not detonate in range of the building. Spider-Man saw the bomb detonate, and just out of range of the building, he felt his heart calm down and he relaxed.

A few minutes later so was the bomb squad working on defusing the bombs and the police was helping the people while two police officers carried Kasady to a car and Spider-Man saw all this while sitting on top of the building in the other side of the street, he smiled under his mask and swung away proud of what he had accomplished today.

END OF FLASHBACK,

_Let me think now what do Eddie and Kasady have in common? Oh I know, they both want to kill Spider-Man, Peter thought_

Peter was brought out of his thoughts by his aunt May saying: "Peter if you don't hurry you will be late for school", Peter nodded, he felt like it was a bad idea going to school, Venom know who he is, what if he comes after aunt May? It was with great hesitation that Peter left for school.

A FEW MINUTES LATER,

Spider-Man was swinging across the city towards Midtown high for another day of school, but Spidey couldn't help but look over his shoulder from time to time, Venom's symbiote didn't register to his spider sense as a threat so he could show up anytime, anywhere and Spidey would probably not know he was there until it was too late.

But what Spider-Man didn't know was that Venom was following him, he smirked when he saw how paranoid Spider-Man was, he enjoyed watching Spidey like this, "Just you wait bro, you're going to see us again and when that time comes, your life will be a living hell". Venom's tongue came out his mouth and he laughed.

LATER AT MIDTOWN HIGH,

School had begun but Peter was too worried about Venom to be able to concentrate on school so when their history teacher Ms Perkins asked him a question so didn't he hear it, he was thinking about Venom.

_It's no use, I can't focus on school with Venom on the loose, once the day is over I'm going to search the entire city, I will look day and night if I have to, and after I have dealt with Venom I'm going to find Kasady and put him in jail again, Peter thought_.

LATER AFTER SCHOOL,

Gwen was looking for Peter, she had noticed that he was acting strange today and was worried for him, she suddenly saw Mary Jane and Liz, she walked over to them, "Hi have you two seen Pete? He's been acting strangely and I'm worried". MJ looked at her, "Sorry I haven't seen him, but I agree with you that something is wrong with him today", Liz agreed on that then she suddenly saw him running from the school, "There he is", she said while pointing, the other two girls saw him and called out to him but he was only focused on finding Venom so he didn't hear them.

The girls tried to follow him but pretty soon lost sight of him, they were really worried now, what was going on with Peter, whatever it was that were troubling him so didn't he want to tell anyone what it was and the girls felt bad that they couldn't help him.

A FEW BLOCKS AWAY,

Spider-Man was swinging around the city looking for Venom, he was beginning to worry, why hadn't he done anything yet? Why was venom laying low it was not like him, all he wanted to do was ruin Peter's life so why hadn't he tried to unmask him in front of people yet.

"Man, if I don't find him soon I'm going to lose it, where is he?" Spidey suddenly heard guns fire and saw a car chase and sighed before swinging low to help.

A FEW HOURS LATER,

It was getting late and Spider-Man was still looking for Venom, he had spent hours on his search for the villain but hadn't found a clue, he had caught a few criminals but didn't take time to joke around since he wanted to find Venom so he had finished it quickly and then began his search again.

He was currently swinging over the ESU labs, he was about to shot another web-line then he got a pair of black feet in his chest, he crashed into the roof of the labs, he was slowly getting up then someone grabbed the front of his suit, he was lifted up and was face to face with Venom.

"Bro, we have missed you so much", Venom prepared a punch but before he could hit Spidey so shot the web-head webbing from both his hands into Venom's eyes, Venom yelled in shocked and let go of Spidey and ripped of the webbing only to see Spider-Man send a spin kick at him which hit him in the head making him stumble back a few steps. Spider-Man then stood on both his hands before placing a double kick on Venom's chin lifting him of his feet and he fell on his back, Spider-Man jumped up in the air coming down with a punch at Venom's face.

But black webbing came out from Venom's shoulders and arms and it wrapped itself around Spidey until he was in a web cocoon, he fell to the roof and Venom got back on his feet, he walked over to Spider-Man and lifted him up, "Why in such a hurry bro? We have just gotten back together after you separated us last time so we want to have little fun together first, and what is more fun than to beat you in combat? Now listen to us, two days from now so will we find you and ruin your life before killing you, so you better be ready because we want to have fun when we destroy you".

After saying that so tossed Venom Spider-Man off the roof and swung away, Spider-Man used all his strength and managed to break free in time to shot a web-line and got back up in the air before he hit the ground, he stuck to the wall of a building and looked around only to see that Venom was really gone for now.

_I have only managed to defeat Venom before because of luck and I don't think I should press it with this guy too much, it seems that now it's time for the superhero to ask the police for help, Spider-Man thought._

**Can Spider-Man manage to stop Venom for the third time? What is Venom planning and what can the police do to help the web-head defeat a villain that even he can't defeat alone? Continue reading to find out and please review.**


	4. Preparations

Spider-Man's ultimate challenge

**Last time so learned Spider-Man that Venom was back and got worried, after searching for him for hours so did Venom show himself only to tell that he didn't want to kill Spider-Man yet, what is Venom planning and what can Spidey do to stop him this time? **

Chapter 4- Preparations

Peter woke and was really tired, he had been up to 3.45 am searching for Venom before he came home and collapsed exhausted on his bed after he took of his costume, he hadn't found a trace of Venom after he disappeared after their meeting, Peter went down for his breakfast.

A HALF HOUR LATER,

Spider-Man landed at Midtown High and changed into Peter Parker and went into school, his first class was Captain Stacy's criminal justice class, he wanted to this day to end so that he could talk to the Captain in his office as Spidey.

Captain Stacy looked at the teenagers, "Can someone tell me the difference between Spider-Man and the villains he fights?" Peter lifted his head here and looked at the Captain, Harry lifted his arm, "The difference is that Spider-Man pretend to be a good guy but is really no better than the crocks the puts behind bars in order to keep up his hero façade". Peter felt hurt when Harry said that, but before Captain Stacy could answer so stood Flash up and yelled, "SHUT UP OSBORN, Spider-Man is not a criminal", Harry looked angry at him, "Let's see you say that after he kill your father".

George managed to get in here before it got out of hand, "Mister Thompson and Mister Osborn that's enough and Harry, Spider-Man was fighting your father who was the Green Goblin, he was just trying to stop him, I know he didn't mean to do it".

Harry got even angrier and was quiet for the rest of the class, Peter looked at the captain, "Captain Stacy I think I know a reason why Spidey is able to do what he does every day, I think that he knows that with great power comes great responsibility, he knows that he have to use his gifts to help them who can't help themselves".

George smiled at him, "That's a very wise thing Peter and maybe you're right, no one knows what his reasons are but I'm glad that he's here anyway". Peter was glad then he heard what the captain said and hoped that he could help Peter out of his dilemma.

AFTER SCHOOL,

Peter walked out of the school he heard Harry talk to Gwen, "Gwen it's going to be a concert tomorrow and I want to know if you want to go with me?" Peter sighed, Harry had gotten them to go with him on these things before even though it wasn't really their thing. But one thing Peter was sure of was that Harry wouldn't ask him and even if he did so would it be impossible for Peter to go because tomorrow was the day Venom was coming after him.

Peter was on the way to his usual alley to change then he felt a hand on his shoulder, he turned around and saw Captain George Stacy stand there, "Hi Pete, I was wondering if you maybe could find Spider-Man for me, I need to talk to him and I believe that if anyone can find him it's you". Peter got confused but promised that if he saw the web-head he would tell him and George smiled before he walked away.

Peter went into the alley and changed into his suit and was soon on his way to the police station, he was thinking about what George had said to him.

_From time to time he gives me this feeling that he knows that I'm Spider-Man but he can't have figured it out right? I mean he's a smart man but even so he can't have figured it out, Peter thought as he swung towards the police station._

A HALF HOUR LATER, THE CAPTAIN'S OFFICE,

George had just gotten into his office when he heard something from the window, "I guess Pete gave you my message?" He said as he looked at the window to see the web-spinner sitting in his window.

"To tell you the truth I was on my way here when I ran into him, so what was it you wanted to talk to me about captain?" George handed him a few pictures and Spidey almost threw up in his mask then he saw them. It looked like someone had tried to cut people to pieces, it looked like a massacre, Spider-Man knew which person that had done this, it really screamed Kasady.

Spider-Man looked at Stacy, "I guess Kasady is having a party, I will capture him but right now I have a problem, Venom is back and I don't think I can beat him alone again, every time I have it has been because of luck, but now I think I have to ask the police for help, can you call every officer back in and I will tell you everything I know about Venom". George nodded his head, if anyone had a right to ask for a favor from time to time it was Spider-Man, he contacted every officer and told them to come back to the station.

A HALF HOUR LATER,

Every police officer in New York had gathered at the station and was looking at Captain George Stacy, "Say captain, why did you want us to come here?" One officer asked, George pointed at the roof, "Because he want to talk to all of us". Everyone looked up and saw Spider-Man sitting outside down on the roof, officer Jean DeWolff' and a few other cops hands went towards their weapons then George told them to stand down.

"Captain he is wanted for the murderer of Norman Osborn, and I guess he's not here to turn himself in", Spider-Man held his hands up, or in his case down and said:

"First that was an accident, I was only trying to get him out of the air, I didn't know he would fall into one of his own traps and second, if you don't want a lot of innocent people to get hurt so should you listen to me".

Everyone looked at him, "You guys remember Venom right? The one who framed me for all those crimes and then tried to unmask me? Well he's back and if he manages to unmask me this time so is everyone who has ever come in contact with me going to be a target for every lowlife in the city". DeWolff looked at him, "And what has this to do with us? I thought handling freaks were your territory?" Spider-Man looked at her, "He is twice as strong as me and his suit protects him from almost any damage.

The officers got confused at this, "What do you mean his suit? Is that a suit he has on?" Sergeant Stan Carter asked, Spider-Man looked at him, "You remember the alien life form that came to earth with John Jameson's space shuttle right? Well to put it simple, that suit is that life form."

Spider-Man saw their shocked faces and he began from the beginning, how he tried to stop Black Cat from stealing the life form and how he had stepped in it, how it later had bonded with him, that it enhanced his powers, but that it also had the power to take control over his body, like then he defeated the Sinister Six the first time, he told them that he had slept through the whole fight and he realized that the suit was a symbiote.

But he told them by the time he had discovered it so had the alien began to change his way of thinking, how it was slowly turning him evil, that it tried to make him work for Tombstone, how he was finally able to get rid of it and how he tried to get rid of it but it found a new host and became Venom.

Everyone was shocked once he was finished, then George spoke: "So this symbiote can give other people your powers only twice as strong and it protects its host from damage as well as increases the darkness within them and is feeding on it?" Spider-Man nodded, "Yes that's right and the only weakness I know it has is loud sound, it gets weaker of loud sound".

Sergeant Carter looked at him with a smile, "If that's the case I think I know someone who can help, a friend of mine, give him the right equipment and time and he can build anything, he could make a few sonic blasters in a few hours". Spider-Man looked at him, "I hope that you won't get into trouble, I hate that I have to ask you guys to risk getting in the middle of the battle between me and Venom".

George smiled at him, "Kid, if anyone have right to ask for help it's you, now you said that Venom would seek you out tomorrow right? In that case take this communicator, put it into your ear and contact us when he comes after you, I will have a few teams out equipped with sonic blasters and they will come to your aid, because this symbiote sounds too dangerous and have to be captured". Spider-Man smiled and took the communicator and thanked everyone, he swung away and left the police officers to let the information the web-head had given them sink in.

AN HOUR LATER,

Captain George Stacy and Sergeant Carter got out of the car, they were in Jersey and was walking towards a house that belonged to a Michael Wilson, the captain looked at Carter, "Stan, on the way here so did you say that this guy used to build weapons for the army right? Why did he stop?"

Stan looked into the ground, "After Stark International stopped building weapons for a little more than sixteen years ago so did he become the best weapons designer in the world, no one could match him, but then a thing happened that changed his life forever and he swore to never build a weapon that would kill or destroy someone or something ever again".

After Stan said that so were they at the door, Stan knocked and a man around his late thirties opened the door and got a happy face when he saw Stan, "Stan it's been a while, how are…" He got quiet then he saw George, "Captain George Stacy, why are you here?" Stan began to rub his neck, "We need to ask you a favor Michael". Michael's look suddenly got darker, "Do you want me to make weapons?" Stan laughed nervous, "If you want to call them that then yes".

Michael slammed the door in their faces much to the captain's shock, Stan began to hit the door, "Michael please open the door and let me explain", they heard his voice form behind the door, "There is nothing to explain, you ask me to make tools of destruction again after what happened and I won't do it".

Stan hit the door again, "It's not like that Michael, we need you to make a few sonic blasters", a few seconds later so opened Michael the door again, "Why do you need sonic blasters?"

George took a step forward, "The villain Venom is back and according to Spidey so is his weakness loud sound, if we can weaken him so can Spider-Man defeat him once and for all", Michael sighed, "I will have a half dozen finished by midnight, you two can come and pick them up then". Stan smiled at him sadly, "Thanks Michael, sorry for this". Michael smiled and told him not to worry and the two police officers left.

10 MINUTES LATER,

George and Stan were on their way back in the car, then George asked Stan what he had been wondering for a while: "Stan what happened to him? Why does he hate weapons so much?" Stan sighed and looked out the window, "For about 12 years ago so were Michael still in the weapon business, he had a wife and a daughter that was seven years old, he was on top of his game, but there were a few people who didn't like him and so they killed his wife and daughter, with weapons that he had made".

George got shocked when he heard this and felt great sadness for Michael Wilson, no wonder he hated weapons so much now, Stan continued the story, "He swore on their graves that from that moment on he would never build a weapon again, he didn't want anyone to feel the pain he felt because of his creations ever again, he later remarried and got twin sons, and since then he have only made inventions to help the world become a better place, just like Stark International did".

George smiled sadly, he was glad that Michael had the will to live on and tried to change the world, he hoped that this man would one day see his wife and daughter again.

**So the preparations for fighting Venom is now finished, can the combined power of Spider-Man and the police finally take Venom down for good? Continue reading to find out and please review.**


	5. One symbiote down, a new one appear

Spider-Man's ultimate challenge

**Last time so told Spider-man the police about Venom and his symbiote and Sergeant Carter had a friend that could help them, will they be able to stop Venom once and for all or will Venom get away?**

Chapter 5- One symbiote down, a new one appear

10.00 AM, PETER'S ROOM,

Peter woke up, it was Saturday, the day Venom would come after him, he hoped that he and the police could take him down before hell broke out, he got up and went and ate breakfast before going outside.

THREE HOURS LATER,

Spider-Man was swinging around the city, he had been out for about three hours but Venom still hadn't shown himself, he thought that Venom must be waiting for something, but what? Spider-Man was swinging over Times Square, he saw the stage for the concert, he knew that the concert Harry and Gwen was going to would start 13.15 pm so he realized that they must be down there.

Spider-man stopped for a moment and looked at the stage, they had plugged in all the instruments and now the people was waiting for it to begin, Spidey suddenly saw a lot of news vans, he now knew what Venom had been waiting for, he wanted to have a few news stations following Spidey's destruction.

But before Spider-Man could react so did it feel like he had gotten hit by a car in the back and was sent flying into the ground, he was slowly getting up then Venom landed on him and trapped Spidey's left arm with his leg, Venom quickly grabbed Spidey's mask and pulled his arm backwards. But Venom managed to only pull his mask half way off before the web-head grabbed his arm and tried to stop him from unmasking him, but he felt his mask slowly continue to slide off his head, "Don't be shy bro, you will become famous, right before we kill you".

Peter begged that his aim would be correct and shot web from his left hand and actually managed to hit Venom in the eyes, venom let go of him in shock and Spidey used the opportunity and lifted his legs and grabbed Venom's head with his feet and threw the villain away before pulling his mask that was almost off down over his head again.

Spider-Man put his hand to his ear and activated the communicator and George answered, "Captain Stacy, I'm fighting Venom right now in Times Square, is there anyone with sonic blasters nearby?" George answered a few seconds later, "I have a squad five minutes out, you will have distract him until they got there".

Spider-Man sighed, he dodged for Venom's black webs just as he jumped up on the stage, he suddenly saw an electric guitar, he ran over to it and picked it up, he saw Venom jump up on the stage and hit the guitar's strings and incredible loud noise came out of the speakers. People were covering their ears and Venom roared in pure agony, he went down on his knees and it looked like the symbiote was about to get separated from Eddie, but then three tentacles came out from Venom's back, one grabbed the guitar and snapped it in half and the other two crushed the speakers.

Spidey saw Venom getting up on his feet and could see pure rage in his face, he unleashed a roar that would even give Kraven the Hunter the chills, tentacles came out from his body and flew towards Spider-Man who jumped away and the tentacles smashed holes in the stage. Spider-Man suddenly noticed that Venom was gone, he looked up and saw him coming down with a punch, Spidey jumped of the stage just in time before Venom's punch made contact and he actually broke the whole stage in half, Spidey felt himself getting nervous.

"Distracting him? THAT will be easy now that he's angry, me surviving him long enough for the police to arrive? Now that is the hard part". Venom came out and shot out six tentacles, Spider-Man jumped back and forth trying to avoid them. But then he jumped up in the air one of them collided with his back and sent him into the ground, then another one sent him flying into a light pole and finally a third sent him flying up before crashing into a building.

_This is getting out of hand, he has never been this angry before, if those officers don't come with the blasters soon so am I a dead man, Spidey thought as he fell to the ground._

Spider-Man jumped up, avoiding to get pierced by two tentacles, he ran up for the wall while the tentacles chased him, he jumped away from it, he needed to get up in the air, get some distance between himself and Venom, but just as he was about to shot a web-line so grabbed a tentacle his foot and slammed him into the ground.

Spider-Man tried to get up but Venom landed on him, pinning him to the ground, he held both of Spidey's arms and legs so that he couldn't move, then to Spider-Man's horror so came a tentacle out from Venom's shoulder, and it was aimed at his head. Venom tried to stab Spidey in the head with the tentacle but the web-head kept moving his head sidewise, avoiding getting a giant hole in his head, but then Spider-Man's heart almost stopped then he saw two more tentacles appear, he knew that he couldn't avoid them all and thought that this was the end.

But just as Venom was about to pierce Spidey's head so did he began to scream in pain then a loud noise was heard, Venom got of Spider-Man who turned around and saw two cops with the sonic blasters, Venom's tentacles tried to go for the blasters but Spider-Man got up on his feet and began punching Venom, confusing the symbiote to by attacking it as well to make it unable to decide which one to attack first.

Spider-Man kept punching Venom, he then dodged for a tentacle and saw what he had been waiting for, a piece of Venom's spider symbol on his stomach disappeared and a piece of Eddie's stomach was revealed. The symbiote protected its host from damage, but if Spider-Man managed to get in a good hit on the host so would Eddie lose consciousness and both the suit and the host would be defeated.

Spider-Man ran towards Venom who shot tentacles at him but because of the pain from the sonic blasters so was his aim sloppy. Spider-Man jumped between the tentacles and rammed his fist into Eddie's stomach with such force that Venom's feet actually left the ground for a few seconds, Venom gasped before he fell forward and on the ground, Venom had been defeated.

As the people watched so did the symbiote separate itself from the unconscious Eddie Brock and tried to get away, "Hey Spidey", One of the officers yelled before he threw a bag to the web-head who caught it, "Keep firing at it, don't stop until it's inside the bag", the officers nodded and kept firing with their sonic blasters at the symbiote.

The symbiote got weaker and was unable to move for a few seconds, giving the web-spinner all the time he needed to get it inside the bag and shut it tight so that it wouldn't be able to come out.

The symbiote tried to break free but Spider-Man knew that without a host so was it too weak to get free, he suddenly heard footsteps coming towards him, he looked around and saw Gwen coming towards him, "Spider-Man that life form is the same one that came with John Jameson's space shuttle and is the one that disappeared from the Connor's lab".

Spider-Man nodded, "I tried to stop Black Cat from stealing it and I accidently stepped in it and it bonded with me, you see this is an alien symbiote that depends on another life form to survive, it enhanced my powers and for a while I thought that I could use it for good but I soon realized that it was corrupting me, slowly turning me evil. I got rid of it but then it bonded with Mr Brock here and it sensed his hatred for me and Mr Parker and fed on it while promising Brock a chance to ruin both mine and Peter Parker's life".

Gwen got shocked before she got a sad look on her face then she looked at Eddie, she knew that he was angry but she had no idea that his anger was that great, while she was thinking about Eddie so was Spidey thinking about what he was going to do with the symbiote, but then they heard an explosion a few blocks away.

The police officers was about to tell Spider-Man to leave the symbiote to them when they saw that he was already on his way there while still holding the bag with the symbiote, Harry who came up to Gwen looked at the wall crawler with deep hatred in his eyes.

A FEW MINUTES LATER,

Spider-Man landed on a roof and saw a red creature attacking anything in sight, he realized that it was another symbiote, but he thought that the Venom symbiote was the only one on earth, he decided to think about it later, now he had to deal with this new symbiote.

Spidey went inside an abandon building and left the black symbiote inside before he went outside again, the creature was holding a woman and was just about to push a clawed hand into her stomach then it heard, "Hey red and ugly, stand still". The creature looked in the direction it heard the voice and got a pair of red boots on his face sending him flying, Spider-Man caught the woman and told her to run while he turned back to the creature, it was getting up and it laughed.

"Well well, just the Spider-Man that I wanted to see, I have been waiting for this for a long time", Spider-Man got confused, "Do I know you?" The symbiote crawled of the creature's face and Spider-Man saw to his shock Kasady's face underneath.

"Kasady, you have a symbiote too?" The symbiote covered his face again, "That's right but call me Carnage little spider, or…" Five spikes shot out from his fingers towards Spider-Man who jumped out of the way, but while Spider-Man dodged so had Carnage run towards him and before Spidey could react so had Carnage grabbed his throat and pinned him towards a wall.

Spider-Man tried to break free but Carnage was too strong, he was even stronger than Venom, Carnage leaned in and Spider-Man felt pure fear then Carnage whispered: "…Or should I call you, little Peter Parker?" Peter had never felt fear like this before, one of the biggest psychopaths on the planet knows his secret identity, Carnage looked Spider-Man in the face, "You might be wondering how I know, well my symbiote was spawned from Venom's, so it know everything Venom's did and it's even stronger".

Peter was amazed, so that was how the symbiote's specie grew, it reproduced by splitting itself, he realized that this symbiote had more power than Venom's but that it might have other abilities the black symbiote don't have. Carnage lifted his left arm and to Spider-Man's shock so did it take the shape of an axe, Carnage smiled sickly, "Now how should I kill you? Cut your head in half or just cut your head of your body? Both sound so fun".

Carnage prepared to strike the web-head down but during the short time he had talked so had Spider-Man put both his legs on the wall and with a mighty push so was Carnage forced backwards, making him fall on his back and Spidey flipped over him and landed on all for with his body almost touching the ground.

Carnage got up and turned around only to get a punch in the face followed by two kicks in the face as well, but Carnage countered by sending five spikes from the fingers on both his hands and they digged themselves into Spider-Man's legs.

Spider-Man screamed in pain before he got backhanded into a wall by Carnage, Spidey was about to get up then a tentacle digged into each of his arms and legs causing him to scream in pain once more, Carnage was walking towards Spidey who was trying to get up, suddenly a stone hit Carnage in the head, he looked in the direction it came from. A little boy was holding a stone in his hand, "Leave Spider-Man alone you creep", Carnage got a sick smile on his face, both his arms turned into spears, "I haven't killed a child for a long time, I don't remember how it felt but I know I'm going to enjoy it".

Carnage walked towards the kid who was backing away until he fell down, Carnage lifted his spear to kill the kid, however Spider-Man who had heard all of this felt his anger rise, he found new strength and got up on his legs, just as Carnage lifted his arm so shot Spider-Man a web at the spear and pulled Carnage towards him and ignored his body that was screaming in pain. He punched Carnage hard enough to dent the side of a car, he then walked over to another empty car and with great determination lifted it up despite his body screaming in protest and threw it at Carnage.

Carnage and both the cars flew into a building and Spider-Man was gasping for air, after a few seconds he thought that he had temporally stopped Carnage but then eight red tentacles came out from the smashed wall, two digging themselves into each of Spider-Man's arms and legs.

Spider-Man's mind became blank for a few seconds because of the pain and he fell to all four, his mind cleared just as Carnage stopped in front of him, Carnage grabbed Spidey throat and lifted him completely from the ground and was holding him up in the air, "That was fun but I'm still not satisfied, it was too easy, I know, why don't you put on the black suit again, it would make you even more powerful than Venom".

Even though he was badly beaten so was Spider-Man not going to give into Carnage mind trick, "Never Kasady, the corrupting power of the symbiotes is too great, it might turn me into a villain and that's not going to happen". Carnage smiled as one of his arms turned into a spear again, "Kasady is not here, only Carnage and…" Carnage ran the spear into Spider-Man stomach and the people gasped in fear and Spidey threw up blood in his mask.

"You don't have a choice, because the longer it takes for you to defeat me the more time I will have to kill people, so what is it going to be hero? Make your decision, wisely".

Carnage threw him at the ground and turned around, but before he left he said, "I won't kill you here but I don't know if you will survive from the wounds but if you do I'm looking forward to see what choice you make hero". Carnage swung away and even though he was half dead so was Spider-Man trying to get up to go after him, he managed to stand up and was about to shot a web then he lost consciousness from blood loss.

Suddenly a few police cars appeared and George Stacy got out of his car and ran towards the unconscious web-spinner, he turned the teenage hero around and checked his pulse, he had one but it was weak, he turned towards the other officers that was looking at Spider-Man in horror, "Ask these people what happened, I'm going to get him to the hospital because he won't survive until an ambulance gets here". The officers nodded and walked towards the people while George picked up Spider-Man and ran towards his car.

After putting the web-spinner in the backseat so drove he as fast as he could towards the hospital, Spider-Man was gasping for air in the backseat and George looked nervous at him.

_Don't you dare die on me Peter, I'm going to get you to the hospital so don't you DARE die on me, this city still needs you, George thought as he kept driving._

**So George knows Peter's secret and what will Peter do? Will he bond with the black symbiote again or will he go after Carnage without it? Keep reading to find out and please review.**


	6. The birth of SpiderVenom

Spider-Man's ultimate challenge

**Last time so managed Spider-Man and the police to take Venom down, but then Kasady appeared with a symbiote, calling himself Carnage, after defeating Spider-Man and seriously wounding him so did Carnage disappear, the police showed up and George Stacy took the web-head to the hospital, will he make it?**

Chapter 6- The birth of Spider-Venom

AT THE HOSPITAL,

The doors to the lobby flew open and both the doctors and the patients gasped as they saw Captain George Stacy coming in with a bleeding Spider-Man in his arms, "I NEED A DOCTOR IMMEDIATELY!" A man in his early thirties came running, he got horrified then he saw what condition the web-spinner was in, "What happened to him?"

"I'll tell you once I know myself, but right now he need medical attention if he's going to make it", the doctor nodded and told a nurse to prepare a room and then George carried him to the room, inside so was the doctor preparing the tools and George was watching Spider-Man breathing slowly, the nurse looked at the young super-powered hero, she found her hand moving towards his mask, she just like the rest of the city wondered who he was and what his reasons for fighting crimes was.

But just as she was about to touch the mask so did two hands stop her, she looked up and saw both the doctor and the captain holding her arm, "If you do that his life will only be more dangerous and that goes for the people that he's close to as well", George said and the doctor nodded, the nurse took her hand away and was ashamed for not thinking about that. The doctor asked George to wait outside, the captain did as he was told and waited.

After a half hour so was George getting worried, what if Peter didn't make it, what if he really did die? What would happen to the city without Spider-Man to save the day?

_DON'T think like that George, he's going to be fine, he is a strong kid, he will make it but who did this to him? Whoever it was the guy must be stronger than Venom was, George thought just as the doctor came out._

George quickly walked over to him, "How is he doctor?" The doctor smiled, "He's weak, but he's alive, I have to say that even though he has super powers so am I amazed that he managed to stay alive long enough for you to get him here". George smiled, "He's strong and on top of that has a strong will, he's a survivor". The doctor agreed and both of them looked at the door there the city's superhero was lying and was resting.

FOUR HOURS LATER,

Spider-Man was waking up to the sound of shouting, he sat up slowly and gasped in pain, he saw the top of his body wrapped in bandages, his hand quickly went to his face and was relieved that his mask was still on. He sat up completely and saw the shirt of his costume, once he saw the holes in it he remembered his fight against Carnage. He suddenly recognized one of the voices, it was Jameson's.

_Oh great, what's he doing here, and speaking on here how did I get to the hospital, last thing I remember I was going to go after Carnage then I lost consciousness, Spider-Man thought. _

Spidey suddenly heard George Stacy's voice say, "Jonah, I'm not letting you in there, I know that you're going to try and unmask him", after a few seconds so heard Spider-Man, "GOD DAMN IT STACY, SPIDER-MAN IS A MASKED MENACE AND YOU'RE DEFENDING HIM!" Spidey sighed and slowly got out of the bed even though he was gasping in pain.

OUTSIDE THE ROOM,

George Stacy and the doctor was standing in the way of J Jonah Jameson who wanted to get inside Spider-Man's room, "Mister Jameson, that boy have done nothing more than protect this city, he have even saved the lives of my family, I will not allow you to unmask him and then print his secret identity in your paper". Jameson was about to answer the doctor then they heard a gasp in pain from the inside of the room.

George and the doctor quickly rushed in while George made sure that close the door and lock it before Jameson could get in, he turned around to see the doctor ready to faint and once he looked there he was looking he understood why. Spider-Man was putting his shirt on while he was slowly moving towards the window, the doctor ran next to him and held his shoulders, "And just where do you think you're going web-head?"

Spider-Man looked at the doctor and at George, "I'm thankful that you helped me but I have to go and find Carnage", the doctor didn't let go, "I don't know who this Carnage is but you're in no condition to go after him". George remembered that the officers he asked to question the people told him that Spidey had been fighting a creature calling himself Carnage. George took a step forward, "This Carnage guy, he has a symbiote too right?" Spider-Man looked at him and nodded, "It looks like the symbiotes reproduce by splitting themselves, like one-cell organisms, and the person inside it, of all the people in the city, is Kasady".

George gasped at this, he knew that Kasady with one of those things so would the city would be his personal playground, "I get that you want to stop him but look what he did to you, from what I've heard he spared you, but I hope it's not for the reason I've heard".

Spider-Man looked at him, "If it's that he wants me to bond with the black symbiote again so is it true", George looked at the doctor, "Hey doc, if he stays here for a few more hours he can at least go home right, it can become dangerous if he stay here". The doctor did not like it but he agreed after Spider-Man told him that by tomorrow his wounds would look like they were a week old, Spider-Man went back to the bed with a big sigh, he went back to sleep.

THREE HOURS LATER,

Spider-Man was swinging towards home even though his body was screaming in pain, he ignored it however, he was thinking about what George told him before he left.

FLASHBACK,

George was standing in front of the web-head, "What is it Captain Stacy?" George looked at the young hero, "I know you're desperate to find Carnage but don't go after him before you heal and don't fall for his trick and put on the black suit again, this time you might not be able to get rid of it". Spidey looked at him, "Spidey, I have been in the same situation you're in a million times and I know you might think you must use the black suit to stop him, but there is always another way, we just have to find it".

END OF FLASHBACK,

_I know Captain Stacy, I know wearing that thing would be a bad idea, but we don't have time on our side, the longer it takes to stop this clown, the more people will get hurt, Spider-Man thought as he reached his home and went to bed._

THE NEXT DAY 11.00 AM,

Peter was walking down the stairs slowly, his wounds was healing fast, but they still hurt really much, and since his aunt didn't hear him so didn't she mute the TV and he heard that three people had been killed during the night, he knew that it was Carnage's work, he went outside to get some air.

AN HOUR LATER,

Peter was walking around town thinking about what he should do, he had seen news reports about his fight with Venom, then the symbiote was separated from Eddie and it even had his talk with Gwen, he later had seen a few mobile videos of his fight with Carnage, Peter didn't know what to do.

_I can't defeat Kasady or Carnage as he now wants to be called alone, I don't think that even with the police and their sonic blaster so can't I beat him, I don't want to take on the black suit again but what if it's the only way to stop Carnage?_

Peter's thoughts was interrupted by sirens, he quickly changed into his costume and followed, soon the cars stopped and out of one came sergeant Carter, he heard something land on the roof of his car, he turned around to see Spider-Man sitting there while it appeared that he was in pain.

"Spidey, you're supposed to be resting", Spidey looked at him, "I can't", he then saw that was going on in front of them so was two dead bodies, almost ripped to pieces, and it was that, seeing this with his own eyes, that made Spider-Man decide, he swung away much to the officers shock and was heading towards the police station.

20 MINUTES LATER,

Spider-Man crawled into Captain Stacy's office and saw that he wasn't there, he walked over to his computer and began writing something.

_I'm sorry Captain but I have to do what I have to do to stop Carnage, even if it means making a deal with the devil, Spider-Man thought before he swung away._

A few minutes later so came George into his office, he went over to his computer and was shocked then he saw a message on it, it read:

_Captain Stacy, I'm really sorry for this but I have to do what I need to do, Carnage is too dangerous and he need to be taken down NOW, but I want to ask you a favor, if I go out of control, do whatever it takes to stop me, if it means that you have to destroy me do it._

_From your friendly neighborhood Spider-Man._

George sighed and looked out the window, "I hope that I won't have to fight you Pete, I really hope that it won't take over you".

AT THE SAME TIME,

Spider-Man landed in the abandoned building he left the symbiote in, he saw the bag and picked it up, "I really hate you Kasady for making me do this, when I catch you so will I make sure you never see the outside again", Spider-Man ripped the bag open and the symbiote jumped on him. Peter tried to put up his mental defenses but thanks to the negative energy created from his anger towards Kasady so did the symbiote get a good grip in his mind the moment it touched his body and soon had almost taken full control over Peter's mind.

Once the bonding was finished so did he stand up, but he looked different than before, he had now a big white spider on both his back and front, both the upper legs on both the spiders was going over his shoulders, the lower legs was going over his hips that had a short spike on them, the two middle legs went to his sides, all legs connecting with the legs of the other spider's legs, he had short spikes a little under his elbows and his hands had claws.

He turned around and his big white eyes was looking out the window, "Look at this city, as Spider-Man I was too weak to really clean it up, I didn't have what it took to save it, but it's different now, so look out criminal scum, because Spider-Venom is coming after you". Spider-Venom jumped out of the window and swung away.

LATER THAT EVENING, 

A woman was walking down a street then a man suddenly took her purse, she screamed for help, then the man passed a alley so did black webbing make contact with his back and pulled him roughly into the alley, he looked up to see Spider-Venom landing in front of him, of course he thought that it was the normal Spider-Man.

"Well I have to say I love the new outfit web…" He wasn't able to finish his sentence before Spider-Venom came towards him with a punch, he ducked only to see that Spider-Venom made a hole in the wall, "HEY, HEY CHILL WEB-HEAD, CHILL!" Spider-Venom looked at him, "If I was still Spider-Man I would, but I'm not, I'm Spider-Venom now and I have no tolerance for scum like you". The spikes on Spider-Venom's arms suddenly began to grow and soon so were they long and sharp blades, the thug got scared, "Wait, you really combined with that alien thing?" Spider-Venom didn't answer and moved so fast that the bag snatcher didn't have time to dodge and slashed him four times with the blades.

The thug fell to the ground in pain and Spider-Venom stood in front of him, suddenly the blades turned into spikes again, but now so did two blades grow out from his wrists, "Time to die scum", Spider-Venom brought his blades towards the snatcher's throat, the criminal waited but soon realized that he was still alive, he opened his eyes and saw Spider-Venom's arms shake.

AT THE SAME TIME INSIDE PETER'S MIND,

Spider-Venom stood in front of Peter who was in chains, "Don't interfere Parker, this has to be done", Peter looked at him, "You're going too far symbiote, I only bonded with you to stop Carnage and once that's done I will kick you out, but until then you won't kill anyone".

OUTSIDE OF PETER'S MIND,

Spider-Venom who realized that he wouldn't be able to kill the thug thanks to Peter just webbed him there and left, he soon was on top of a building looking over the city, "You're stronger than I thought Parker, but no matter, soon you will be too weak to stop me anymore and then the city will be free crimes forever". Spider-Venom swung into the night to make the criminals tremble in terror then they heard his name.

**So Spider-Man bonded with the symbiote again but it took control over him and they became Spider-Venom, Can Spider-Man regain control of his life or will the symbiote stay in control? Continue reading to find out and please review.**

**P.S The Spider-Venom I'm using is the one on the picture for the story, because that's an alternative version of Spider-Venom, I however added two more legs, since a spider is supposed to have eight legs, not six.**


	7. Spider-Venom vs Carnage

Spider-Man's ultimate challenge

**Last time so were Spider-Man taken to the hospital and a doctor there managed to save his life, but once he got out he was wondering what to do, should he put on the black suit or shouldn't he? His thoughts was interrupted by the sound of police cars, he followed them and found out that Carnage had killed two more people, that made him decided to put on the black suit. But once he did so took it over his mind and he became the merciless Spider-Venom who didn't intend to put criminals into prison but into coffins. How will our favorite web-spinner get himself out of this mess? **

Chapter 7- Spider-Venom vs Carnage

EARILY IN THE MORNING, THE STACY RESIDENCE,

George Stacy was getting up to get Gwen to school and have a lesson with them, but all he could think about is what he heard from his officers the entire evening and long in on the night yesterday and he sighed.

FLASHBACK,

George was sitting in his office and then two officers had come in, it had happened a lot just this one day, every time the same thing, "Let me guess, this is about the web-spinner?" One of the officers nodded, "We finally got one to talk and he's calling himself Spider-Venom now Captain, so it's safe to assume that he has the symbiote again".

George sighed, he had hoped that this wouldn't had happened but in only a few hours so had Peter half killed almost four dozen criminals and George knew that the symbiote would try and corrupt him more, but he also believed that the real Peter Parker still was in there and was fighting the symbiote, why else was the criminals he had attacked still alive?

END OF FLASHBACK,

George got up and went to prepare breakfast while he was thinking about Peter, he needed to talk to him, try to reach the real him somehow, he heard Gwen come down the stairs, Gwen gave him a quick kiss on the cheek before she looked worried, "Are you okay dad? You came home late tonight and it looks like you didn't sleep much last night".

George sighed, he didn't want to tell her yet, "Just a really rough night Gwen, but I'm going to be okay, now let's hurry, how would it look if the police Captain was late for his lesson?" Gwen giggled and they ate their breakfast before they left for school.

AT THE SAME TIME, WITH PETER,

Peter walked into an alley and his black shirt expanded and covered his entire body, soon so was Spider-Venom running up for the wall to the roof, he began to swing to school.

_I took down a lot of criminals last night but didn't find a clue to where Carnage is, oh well, I will find him soon and take him down for good, Spider-Venom thought as he heard a car chase and swung in that direction._

A police car was chasing a car with thugs that had just robbed a bank, the criminals watched the police coming closer but they watched the sky even more with pure fear in their faces. One of the thugs in the backseat turned to the driver, "Hurry up, we need to get away before **HE **shows up", the driver nodded, there were going rumors in the criminal underworld that Spider-Man had taken on that alien symbiote and gone insane.

Just after that so did they see Spider-Venom land on the hood, driving a blade through the hood and straight into the engine, the car began to slow down, the thugs tried to jump out through the doors but Spider-Venom webbed them shut. Soon so did the car stop, the thugs felt their hearts almost stopped then the roof of the car was suddenly ripped off, Spider-Venom grabbed the driver and lifted out of the care while he still had the blade in his right hand.

Spider-Venom aimed the tip of the blade at the thug's face, "The time has come for you to pay scumbag". The thug got terrified but he suddenly saw that that his arm was shaking, like he had trouble deciding if he should do it, suddenly so came the police car up to them and out came sergeant Carter, "Don't do it Spidey, this isn't you, it's that suit". Spider-Venom looked at him, "Spider-Man is gone sergeant and only Spider-Venom remains, and you", he looked at the thug he was holding before he threw him back into the car, "You're all lucky that I'm in a hurry". Spider-Venom shot a black web from the top of his hand and swung towards Midtown High.

15 MINUTES LATER AT MIDTOWN HIGH,

Spider-Venom landed in an alley and the symbiote took the form of a shirt again and Peter walked out of the alley, he thought that he should be looking for Carnage but that he had to go to school since Carnage hadn't made an official appearance since their last battle.

Peter walked towards the classroom that he would have criminal justice in with Captain Stacy, he suddenly heard the voice of Flash Thompson yelling, "Parker, Parker", Peter ignored him until the jock grabbed his shoulder, he turned around and looked at Flash, "Don't ignore me when I'm talking to you geek".

Before anyone could really see what happened so had Peter slinked out of Flash's grip and grabbed his hand and then threw him into the lockers with enough force to dent them really much, everyone looked at Peter in shock as he walked over to Flash who was lying on his shoulders and looked at Peter in fear. Peter looked at Flash coldly, "You're lucky that I'm not in a bad mood Flash". Peter walked towards the classroom while Mary Jane, Gwen and Liz looked at him worried over his behavior.

LATER ON CRIMINAL JUSTICE,

George was getting worried for Peter, he had seen Peter throw Flash into the lockers and the look he gave him, he needed to talk to Peter. Once the lesson was over and the students was leaving so stopped George Peter, George waited until everyone else had left and looked at Peter, "Pete, we need to talk", Peter looked at him, "What is it Captain? I have more classes and something I have to do after school".

George sighed, "I know Peter, but you can't do it this way, you have to get rid of the black suit". Peter flinched then he heard this, he looked confused at George, "Peter, I figured out that you were Spider-Man a while ago, I have been covering for you so no one else would find out, but you can't use that suit, it's corrupting you, turning you evil like last time, you need to get rid of it".

Peter got a evil grin on his face, "I knew you were a clever man Captain, but the black suit have showed me that I was too weak to do what I had to do, now I don't have that problem", George looked at him, "Then let me ask you something directly symbiote, why haven't you killed anyone yet? That's because the real Peter Parker is still within you, fighting you and he will eventually kick you out".

Peter was about to say something then George phone began to ring, he took out the phone, "Captain Stacy here, Carnage? Where? Time square, got it". He turned to Peter only to see him walk over to the window while his shirt began to once again expand over his body, soon so stood Spider-Venom in front of the window and opened it, he turned to the Captain, "Don't get in my way when I'm fighting Carnage". He jumped out and swung towards time square with a worried George Stacy still in the room.

LATER AT TIME SQUARE,

Carnage was tossing around cars and people while he was laughing, he was just now strangling a little boy, but suddenly so did he get two black feet in the side of his head, sending him flying through a wall. Carnage came out while holding his head, he looked at his attacker and got a sick smile on his face then he saw Spider-Venom, "Well looks like you did the right choice web-head, now it will be more fun to kill you".

Spider-Venom looked at him, "My name is Spider-Venom Carnage, and the only one who's going to die here today is you", then two of them ran towards each other, Carnage tried to punch him in the face but Spider-Venom dodged and delivered a powerful uppercut that sent Carnage flying high up in the air. Spider-Venom shot a web at Carnage and pulled him down towards himself, once Carnage was in range he delivered a powerful kick to his side sending him rolling over the ground while it was ripped open by the sheer force of the kick.

Carnage digged his claws into the ground trying to slow down, he managed to stop only to get hit by a tentacle sending him flying into a car, he saw a car with a family in, he lifted it and threw it, Spider-Venom was thinking about ignoring them and attack Carnage but Peter forced the symbiote to help them. Three tentacles came out from his back, but the sharp end of them morphed into clawed hands, they went after the car and caught it, Spider-Venom sat it down right before he was tackled by Carnage.

Spider-Venom got up and turned around just as an axe slashed him from the right shoulder to his left hip, he back away as the symbiote screeched in pain before it repaired itself, Carnage came with another swing but spider-Venom stopped his arm dead in its track and held it with ease while Carnage were struggling, Carnage other arm turned into a spear and he tried to stab Spider-Venom but he caught it too.

But while he was holding Carnage's arms so saw Spider-Venom a tentacle come out from Carnage side, Carnage got a big grin on his face, "TIME TO DIE SPIDER-VENOM!" The tentacle went straight for Spider-Venom's face but he just chuckled, he moved his right arm and the spike on it grew into a blade, he timed it so that when the spike grew it cut the tentacle in half, he then pulled Carnage forward and placed a knee in his stomach, Carnage growled and a piece of the red symbiote shot forward and hit Spider-Venom in the chest and sent him flying backwards.

Carnage walked forward just as Spider-Venom got back up, they looked at each other, "You can't defeat me Carnage, I'm more powerful than you now, you should have finished me off then you had the chance". Carnage began to laugh, suddenly a tentacle came out and grabbed a car, he lifted it and threw it at a few bystanders, Spider-Venom used his incredible speed and ran towards them.

The bystanders prepared themselves to get hit by the car then Spider-Venom got in front of them and a blade grew out of his right wrist, he waited and them cut the car straight in half before pushing the two halves to the sides, he turned his eyes back to Carnage who was trying to escape, he went over to another car and cut of the hood, he grabbed it and threw it at Carnage and hit him in the head.

Carnage crashed into the ground, he tried to get up only to get grabbed by a tentacle with a hand, like the ones that grabbed the first car, the tentacle squeezed his head for a few second before throwing him into a building, and while he was falling so jumped Spider-Venom up in the air while a blade came out of both his wrists.

Carnage looked up to see that Spider-Venom coming down with two blades aimed at his head, Carnage knew that he wouldn't be able to withstand that, but before Spider-Venom could impale his head so was he hit by powerful sonic blast, his blades went back into his wrists and he held his ears while he screamed in agony. Spider-Venom landed on the ground right next to Carnage who got up and ran up for the wall, Spider-Venom turned his head around and saw two cops with their sonic blasters aimed at him and a third aimed at Carnage, but five small spikes hit it and it exploded and sent the cop flying backwards.

The pieces of Spider-Venom's symbiote had been separated from his body, "Sorry Spidey but this is for your own good, you will thank us later", one of the cops said, but then suddenly two tentacles came out from his back and grabbed the sonic blasters before crushing them, after a few seconds he got up again after his strength returned.

Spider-Venom looked at the cops, "I had him, if you hadn't got in the way he would be dead now", before they could answer so shot he a web and swung away trying to catch up with Carnage, one of the cops took out his phoned and made a call, "Hello Captain, no we couldn't get it of, I'm sorry bye".

LATER THAT EVENING,

May was getting worried, Peter hadn't been home all day, she wondered if something had happen to him, suddenly she heard the door slam shut and went to the hall and saw an angry Peter stand there.

"Peter, is everything alright dear?" She asked him worried, he looked at her, "Yeah, I have just had a REALLY bad day", he wasn't kidding, after Carnage escaped him in Time square so had he been looking for him all day but couldn't find him.

Peter went up to his room, once he was sure his aunt couldn't hear him so punched he the wall hard enough to make cracks in it, "Just you wait Carnage, next time you won't get away from me, next time, I will destroy you", Peter went to bed, he needed to keep his strength up for his next battle with Carnage.

**So Spider-Venom and Carnage clashed and Spider-Venom almost finished him off but thanks to the police so did Carnage get away, will Peter find him before someone else gets hurt? Can Peter be saved from the black symbiote before it's too late? Continue reading to find out and please review.**


	8. The return of the Sinister Six

Spider-Man's ultimate challenge

**Last time so did George reveal to Peter that he knew his secret and Peter fought against Carnage as Spider-Venom and almost took him out but thanks to the police so did he get away, what is Carnage planning and can Peter find him and stop him while keeping himself under control? **

Chapter 8- The return of the Sinister Six

Peter was waking up after a long night, it had gone three days since the battle with Carnage which means it was Thursday, he had been looking for Carnage day and night but hadn't found him yet, he didn't know why he was so hard to find but he knew one thing for sure, that he wouldn't give up until he found him and stopped him for good.

He just wondered what kind of lies Jameson would say about him today, he had kept taken pictures of himself since he needed money but it hadn't been fun.

FLASHBACK,

Peter was walking into the Daily Bugle, once he got out of the elevator so heard he Jameson scream like usual, "LEE, IF I DON'T HAVE THE STORY OF THAT SPIDER-MENACE AND HIS NEW LOOK ON MY DESK IN 0.5432 SECONDS SO ARE YOU FIRED!" Need came running with the story and gave it to Jameson, Peter walked in and threw a few pictures of Spider-Venom battling Carnage on Jameson's desk.

"These are crap Parker, but I'm nice so you get 100 bucks for all four", Peter took the photos and began to walk out, "PARKER, WHERE DO YOU THINK YOU'RE GOING?" Peter looked at him, "You pay me what they are really worth or you won't get them".

Everyone looked shocked at Peter, he had changed, Jameson muttered for himself as he wrote a check on 400 bucks but at the same time so was he a little concerned about Peter's suddenly change of behavior, Peter took the check and threw the pictures back on the desk before he walked out of the office.

END OF FLASHBACK,

Peter walked down for breakfast and saw his aunt May smile at him, "Good morning dear, have you slept well?" Peter nodded before he sat down and began to eat his breakfast, May looked at him a little worried, she had noticed him getting angrier and angrier for each passing day, she wanted to help him but he wouldn't tell her what was wrong.

A few minutes later so was Spider-Venom swinging towards Midtown High, he knew that he would have to deal with Captain Stacy that wanted him to get rid of the symbiote. Spider-Venom had reached the school and the symbiote took the form of a shirt again.

While Peter was walking down the corridor so could he hear everyone talk about the news of Spider-Venom, everyone seemed to think that he was better before, he suddenly passed Gwen and Harry, "Spider-Man finally reveal his true self, that he's a no good killer who doesn't care who he hurts", Harry said.

Peter stopped and looked at Harry, "You know Harry, maybe you should try and see it from another angle, Spider-Man tried to stop your dad from ruling the city from the criminal underworld, and besides, didn't he frame you of being the Green Goblin? I think that he would have deserved to get thrown in jail". Harry stared at him with anger in his eyes and Gwen with worry and sadness in hers, she didn't know what was going on with Peter but he was changing and not for the better, she had only seen this side of him when his aunt had a heart attack.

The bell rang and prevented that an argument began, Peter walked into their English class, he answered all questions the teacher asked, but he was more focused on finding Carnage.

WITH DOCTOR OCTOPUS,

Doc Ock was once again watching the news about Spider-Venom, "Interesting, so the arachnid and this alien creature has combined, I would like to test this Spider-Venom's full power, time for the Sinister Six to return".

AN HOUR LATER WITH PETER,

Peter was walking out of his English lesson and saw George Stacy stand there waiting for him, Peter's eyes narrowed and he walked past George then the Captain grabbed his arm, Peter looked at him, "Let go of my arm". George looked at him, "Pete, we really need to talk, alone" He said as he saw Gwen and Mary Jane come towards them, Peter growled but didn't do anything to escape, it would look really bad if he hurt George.

"Dad what is going on?" Gwen asked worried as she saw him hold Peter's arm, "It's nothing to worry about Gwen, I just need to talk to…", Before George could finish so did he see Peter look around, his spider sense had gone of, suddenly so did something smack a big hole in the wall a little down the corridor, everyone began running and screaming and Peter got ready then he saw Dock Ock, Rhino and Electro that had managed to escape from the vault, Vulture, Kraven and Shocker who had rejoined the team.

George took out his gun and looked at Gwen and Mary Jane, "Get away from here now", they nodded and was about to leave then they saw Peter run in the opposite direction of the exits, they looked at each other and nodded, they began to follow him. They saw Peter go into an empty classroom, the door was not completely closed so they walked over to the door silently and opened it slightly and looked inside, they saw Peter standing in the room and he closed his eyes.

Then to their shock so began his shirt to move, it expanded over his body, it went down his arms that got short spikes a little below the elbows and his fingers had claws, it went down his legs and he got black pants and black boots, it went over his front and back of his body and on both sides so did a big white spider appear and finally it went over his head forming a black mask with big white eyes, and to their shock so was Spider-Venom standing there Peter Parker had stood a few seconds earlier.

Spider-Venom took and opened the window and jumped out, not aware that Gwen and MJ had seen him change, the girls opened the door and walked shocked into the room, looking at the spot there Peter formerly known as Spider-Man but now known as Spider-Venom, had stood. Gwen felt like her entire world had been turned upside down, "Pete… Pete has been Spider-Man this whole time, he have risked his life dozens of times trying to help people. Now his sudden change of behavior makes sense, that symbiote he has on draws out the darkness within someone and makes it stronger, turning a person darker, Peter put that thing on even though he knew the danger to stop that Carnage guy".

While Gwen was talking so were tears building up in her eyes, Peter did something he really didn't want to do in order to stop a crazy villain, even though he might lose himself to the symbiote.

WITH SPIDER-VENOM,

The Sinister Six was causing panic in the corridor before they heard a window break and then the door to a classroom got kicked down and out came Spider-Venom, Doc Ock smiled, "Excellent, I knew that attacking a high school full with students would draw you out, now let's see how good that alien suit of yours are and if it's worth taking from you and find a way to mass produce and sell to criminals who is willing to pay".

Doc Ock ordered the others to attack and Vulture flew towards Spider-Venom, he could have avoided the old man but he decided to quickly take him out and therefore let Vulture collide with him, he quickly flipped up on Vulture's back and ripped of his suits left wing, making Vulture unable to steer and Spider-Venom steered him into the lockers denting them greatly and knocked Vulture unconscious.

But as Spider-Venom landed so unleashed Electro and Shocker a combined attack that sent Spider-Venom flying through the corridor and through a wall out on the schoolyard, he fell to the ground and was hurt a bit, but he was recovering quickly, he got up in time to see Kraven coming down towards him. Kraven slashed him and slashed the suit a few times but it just repaired itself and he was about to punch Kraven then his Spider sense went of and he jumped out of the way for another sonic blast, he landed and ran towards Shocker, Kraven got in the way trying to stop him but Spider-Venom kicked him out of the way and continued towards Shocker who released one sonic blast after another but Spider-Venom dodged them all.

He reached Shocker and slashed out with his razor sharp claws and cut the blasters of Shocker's arms before delivering a powerful uppercut sending him flying up in the air before a black web connected with one of his legs and Spider-Venom slammed him into the ground hard enough to make pieces of the ground fly up, Shocker tried to get up but lost consciousness.

Spider-Venom's spider sense went of and jumped out of the way then Kraven rammed his claws into the ground there he had just been standing, he shot a web and hit Kraven in the chest and pulled him towards himself and kicked the lion man in the chest sending him flying through a wall, he then saw Octopus tentacles coming towards him.

Spider-Venom flipped backwards and landed on all for and looked at Doc Ock, "You're slower than a snail compare to me Octopus, you will never hit me with those tentacles of yours". Doctor Octopus growled and sent all four of his tentacles at Spider-Venom, that however was exactly what Spider-Venom wanted him to do, while he jumped between his tentacles so did he cross his arms and the spikes grew into blades, he then began to spin in the air and cut all four tentacles to pieces.

Doc Ock backed away as he saw his tentacles get cut to pieces, without them so was he defenseless, Spider-Venom was walking towards him then Electro jumped in front of Ock and began to shot electricity towards him. MJ and Gwen had come out just as Spider-Venom slammed Shocker into the ground and saw him destroy Octopus's arms and was now dodging Electro's attacks, Gwen and MJ was really worried about Peter and was hoping that he would be okay.

Spider-Venom dodged another attack from Electro then he saw Rhino coming running towards him, Rhino threw a punch at him, but to everyone's shock so stopped he the punch with ease and with just one hand, Electro began to shot electricity again and Spider-Venom jumped over Rhino who got hit and was stunned, while Rhino was stunned so used Spider-Venom his ability to stick to object and stuck his fingers to Rhino's back and once again to everyone's shock, lifted Rhino over his head and then threw him at Electro.

Electro didn't have time to dodge and Rhino fell onto him, Electro began to panic and released a massive amount of electricity knocking Rhino out while Electro began to pass out as well from the pressure of Rhino's weight. Kraven roared and ran towards Spider-Venom who now sidestepped every attack Kraven threw at him, Spider-Venom continued doing that for a while before he began to taunt Kraven, "Look at the great hunter, you're pathetic Kraven". That was the final straw, Kraven went ballistic, he jumped towards Spider-Venom and was going to bite his head off. But Spider-Venom sidestepped and delivered eight hard punches to Kraven's face before sending him flying with a hard kick in the head knocking him out.

Octopus didn't believe his eyes, in just moments so had Spider-Venom knocked out five of the Sinister Six and had crippled him by destroying his arms, he began to walked to Octopus who was backing away in fear, Spider-Venom reached Octopus and a blade came out from his right wrist, he grabbed the little fat man and lifted him of the ground, Octopus tried to break free but without his arms so was he just a normal person, he couldn't matched Spider-Venom's amplified superhuman strength.

"And here I thought you might actually put up a challenge, but I guess I was wrong, and now DIE DOC OCK!" Spider-Venom prepared to stab his blade into Ock's skull then he heard, "NO DON'T DO IT!" Spider-Venom looked to the right and saw Gwen and Mary Jane come towards him, both had tears in their eyes, Gwen looked at him while she was begging, "Please don't do it, this isn't you, don't let that thing ruin who you really are". Spider-Venom began to struggle with his decision, Peter didn't want to see Gwen cry because of his feelings for her so he was fighting the symbiote to stop it. Spider-Venom took and looked at Ock one last time, "You're lucky these girls are here doc", he then backhanded octopus into the wall knocking him out, he looked at the girls one last time before he shot a web and swung away.

LATER THAT EVENING,

Peter was lying on his bed in a bad mood, after the battle with the Sinister Six so had he once again been looking for Carnage but still couldn't find him, he couldn't understand where Carnage could be hiding, he had looked at every possible hiding spots in the city, he had even been in the sewers but he was nowhere to be seen.

_He can't hide forever, I will find Carnage and I'm going to finish him off, and then I will end the crimes in New York for good, Peter thought just as his cell phone began to ring._

Peter took up his cell phone and saw that it was Gwen, he answered, "Hello Gwen, what do you want?", "Pete, me and MJ need to talk to you, can you come to my house right now?" Peter sighed and said that he would be there soon.

A FEW MINUTES LATER,

Spider-Venom landed in between two houses and the symbiote took the form of a shirt again and walked towards Gwen's house that was on the other side of the street, he knocked on the door and Gwen opened the door with Mary Jane behind her.

"Where is your dad Gwen? I can't see his car here", Gwen looked at him, "He's not home right now Peter, now come in". Peter walked in but stopped in the hall much to the girls confusion, "Let's do this quickly because I have something to do". Gwen sighed and began, "Peter we saw you change into Spider-Venom earlier today". Peter got shocked when he heard that, but before he could say anything so said MJ: "Peter, this isn't you, it's that alien, you have to get rid of it before it takes you over completely, we can see that there still some pieces of the real you inside of you, please reject that thing before it's too late".

Peter looked at the girls and then he began to laugh, much to the girls shock, he got an evil grin on his face before he said: "The Peter Parker you're talking about is gone and he won't come back". He turned around and was about to leave then he felt two hands grab his shoulders, he turned his head around and saw both Gwen and MJ behind him, "Peter you must listen to us. If you don't get rid of that thing soon it might make you do something you will never be able to live with, please you have to…" Gwen was cut of then a piece of the symbiote separated itself from the shirt and pushed both her and MJ to the floor, they sat there in shock while Peter turned around and looked at them with a face full of anger.

"Now you two will listen to me, you will not bring this subject up again and if you tell anyone about this you will regret it". Peter opened the door and exited the house, Gwen sat on the floor and began to cry, MJ put her arm around Gwen and tried to cheer her up while she was holding back her own tears, the was not much left of the Peter they knew and they also realized that whatever was left of him was getting weaker and that he might soon be gone for good if he didn't regain control soon.

A FEW MOMENTS LATER WITH SPIDER-VENOM,

Spider-Venom was swinging around the city looking for trouble, he couldn't believe it, the more the girls talked earlier the more he felt the real Peter struggle to break free.

_If this continues so is it possible for him to escape, if he does he might fight me in order to regain his body, but I won't give it back to him without a fight, and not before I take down Carnage, Spider-Venom thought as he kept swinging._

**So Spider-Venom took down the Sinister Six and Gwen and Mary Jane knows Peter's secret and that he has the symbiote, will they keep quiet or will they tell someone? Can Peter defeat the symbiote and regain control over his life or will the symbiote triumph? Continue reading to find out and please review and tell me what you think. **


	9. The final battle with Carnage and within

Spider-Man's ultimate challenge

**Last time so attacked the Sinister Six Peter's school to draw out Spider-Venom, he battled them and defeated them pretty soon, Gwen and MJ learned about Peter's secret and tried to convince him to get rid of the symbiote, but they couldn't completely reach him, will Peter be able to separate himself from the symbiote before it's too late?**

Chapter 9- The final battle with Carnage and within

3.00 AM, AT THE STACY RESIDENCE,

Gwen sat at the table, she had tried to sleep but she only dreamed about Peter was completely lost to the symbiote and became new ruler of the city and punished anyone who did even the slightest thing that was illegal with death, she was scared, what if he couldn't defeat the symbiote and it actually bonded with him permanently?

She heard steps and saw her father come down and he looked at her with a shocked expression on his face, "Can't you sleep Gwen?" She nodded, "I'm having really bad dreams and I can't sleep, dad I have something I must tell you". George looked at her and Gwen continued: "Dad yesterday I learned something big about Peter, but I don't' know how to say this or if I should but I can't just keep quiet, he needs help, Dad he's Sp…" George stopped her right there, he sighed, "I already know Gwen, I know, I have known his secret for a while now".

Gwen looked completely shocked, then she gave her dad **the look**, "You mean you've known that Peter has been Spider-Man for a while? And you never told me about it?" George looked at her seriously, "It wasn't my decision to tell you, it's his secret, he have been keeping it a secret from everyone to make sure that no criminals would find out, he have been looking out for everyone he has ever come in contact with".

Gwen sighed, "I know dad but I hate that he kept it secret from me, I'm his friend, I know that he did the right thing keeping it a secret but right now he's in trouble and I can't do anything to help him, dad what can we do? He's under the influence of the symbiote so he won't listen to reason and soon he might be gone forever". George hugged her when she started to cry, he held her tight, "All we can do is try to reach the real Peter inside of him, I know that he's still in there and is fighting to break free".

George sat and held Gwen who continued to cry until she fell asleep from exhaustion, George carried her to her room and put her in bed, he watched her sleep and felt bad for her, she was worried about Peter and didn't know how to help him.

_But she's right about one thing and that's that time is running out for Peter, if we can't get that thing of him soon so can he be lost to us, for good, George thought while he went to bed himself. _

LATER, 7.30 AM, WITH SPIDER-VENOM,

Spider-Venom was on his way to school then he heard a police siren, he saw a police car pass by under him, he followed and saw a man hold a woman hostage outside a jewel store, he had a knife against her throat, "Back away or this woman is history". The woman began to cry because she thought that she was going to die, but then a black web-ball hit the man's knife arm and the knife flew away, then a web-line hit the woman and yanked her away from him and into the arms of a police officer. The man picked up the knife and turned around in time to see Spider-Venom land in front of him, Spider-Venom grabbed his hand with the knife and twisted it, breaking his wrist.

The Man screamed in pain and dropped the knife, then he screamed in both pain and fear then he felt Spider-Venom picking him up, Spider-Venom took and slammed into a car that was near them and destroyed the roof and dented the hood then the thug hit the car knocking him out cold and was bleeding on a few places.

Once the criminal was dealt with so jumped Spider-Venom up in the air and swung towards Midtown High, the police officers went to the car and got the thug out of it and called for an ambulance, they then looked in the sky and knew that if the symbiote wasn't separated from Spider-Man soon so would it be too late.

7.55 AM, AT MIDTOWN HIGH,

Peter was walking through the corridor to his science class with Aaron Warren then Flash got in front of him, "We have some unfinished business Parker", Peter looked at him, "Didn't I teach you a lesson then I threw you against the lockers, I won't allow you to push me around anymore Eugene". Flash lost his temper and began to throw punches towards Peter who just sidestepped them, after a few seconds so did he grabbed Flash's right hand by the wrist and began to squeeze it, almost breaking it like he had broken the thugs wrist, Flash went down on a knee and screamed in pain a few seconds before Peter let go of him and walked towards the science class.

TWO HOURS LATER,

Peter walked out from the science class, Mr Warren wanted to talk with him about what happened with Flash earlier, he gave Peter a warning not to do it again, Peter was now walking towards his next class then Gwen and MJ came up to him, "Pete, we must talk to you, it's about yesterday". Peter walked passed them and said: "I think I told you to not bring that up again". Gwen was about to say something then the three of them heard something on a kid's radio, they looked in that direction and heard that Carnage was causing chaos and panic in Times Square, Gwen and Mary Jane looked in Peter's direction only to see that he was already gone, and Gwen took out her phone to call her dad.

15 MINUTES LATER AT TIME SQUARE,

Carnage was destroying everything in sight while laughing like the psychopath he was, he had just sliced of a man's arm and was about to killed him then a black web-line hit his back and pulled him up in the air there Spider-Venom came down with a punch that sent Carnage flying down and made him hit the ground hard enough to make it shake.

Spider-Venom landed on the ground just as Carnage was getting up, they both looked at each other while a blade came out from Spider-Venom's right wrist and Carnage left arm turned into an axe, they ran towards each other and the weapons connected with each other, they was swinging their weapons at the other, they dodged, blocked and swung their weapons.

They jumped away from each other but then a red web-line came from Carnage's stomach and connected with Spider-Venom and pulled him towards Carnage who slashed out with his axe, but Spider-Venom flipped over him while the blade went back into his wrist while the spikes on his arms grew into blades.

He spun around the moment his feet touched the ground and began slashing Carnage's back with the blades, the red symbiote barely had time to repair one the damage from one attack before another one hit him. Carnage spun around while swinging his axe at Spider-Venom but he dodged it and slashed Carnage over his whole stomach with the blade on his right arm.

Spider-Venom then prepared a strike to the head but a tentacle came out from Carnage shoulder and grabbed him and slammed him into the ground before tossing him into a wall of a building. Spider-Venom was getting up then he felt something stab him in the shoulder while something cut him over his back, he turned his head around to see Carnage have a spear in his shoulder and was preparing another attack with the axe.

A piece of Spider-Venom's symbiote flew out and pushed Carnage away while pulling out the spear and the symbiote repaired the damage and Spider-Venom got up and turned around. Spider-Venom shot out a tentacle that slammed into Carnage and sent him flying into a water post destroying it and making water stream everywhere. Carnage came up and ran towards him, Spider-Venom sidestepped him and kicked him in the side sending him flying into a light pole. Spider-Venom jumped up and came down with a punch but Carnage ripped the light pole out of the ground and used it to send Spider-Venom flying into the wall of a building, before he fell to the ground.

Spider-Venom put his hand on a car and used it as support to get up, he looked up and saw Carnage coming down with both his arms formed as axes, Spider-Venom pushed his claws through the roof of the car and then threw it with one arm at Carnage who couldn't dodge and it collided with him, Carnage fell to the ground and the car landed on top of him.

Carnage ripped the car in half with his bare hands and got up in time to get two feet in his face, sending him backwards and onto the ground again, Spider-Venom looked at him, "You've improved Carnage, but you're still not good enough to defeat me", Carnage tried to get up but Spider-Venom punched him in the jaw before kicking him in the head sending him flying again. Carnage tried to get up again but thick black webbing hit his arms and legs sticking him to the ground and Spider-Venom jumped onto him and grabbed his jaw with both his hands, "What are you doing?" Carnage asked worried, "I'm going to separate your symbiote from you by force Kasady".

Spider-Venom then pulled in Carnage's jaw with such force that the symbiote mask split open and Kasady's face could be seen as he screamed in agony, Spider-Venom kept pulling in the symbiote and causing both it and its host great pain, causing the bond between the symbiote and Kasady to shatter and the symbiote had no choice but to abandon Kasady and try to escape but Spider-Venom shot webbing at it trapping it, he turned back to Kasady who was lying on the ground in pain.

A blade came out from Spider-Venom's right wrist and he held it in front of himself while he said: "You have caused enough damage Kasady, you and your kind is the reason why this city is in chaos, but luckily for it so am I the cure, NOW DIE CLETUS KASADY!" Spider-Venom grabbed the blade with both of his hands and aimed at Kasady's head, everyone else gasped in fear and Kasady prepared himself, but then the blade slightly changed angle and hit the ground right next to Kasady's head.

Kasady looked shocked at Spider-Venom who looked like he was in a big struggle, he stood up and the blade went back into his wrist and then his hand went slowly up towards his left shoulder while it was shaking greatly, he grabbed his own shoulder and with a great yank ripped off a big piece of the symbiote so that the red shoulder on his normal costume could be seen, the symbiote screeched as it tried to repair itself, Kasady and everyone else looked completely shocked at Spider-Venom, his arms was now slowly going towards his head.

INSIDE OF PETER'S MIND,

Spider-Venom was standing in front of place Peter had been trapped but now he was gone and the chains that had been holding him was lying shattered on the ground, "WHERE ARE YOU PARKER?", "He's right here", heard Spider-Venom a familiar voice say, he turned around to see Ben Parker stand there with Peter next to him with one arm over his uncle's shoulders and both of the Parker men looked at him with narrowed eyes.

Spider-Venom growled then he saw Ben Parker, "You always interfere Ben Parker, but no more, BE GONE!" A tentacle flew towards Ben but Peter jumped in front of him and kicked it out of the way, Spider-Venom growled again then his eyes landed on Peter, "You won't hurt anyone ever again symbiote, I will stop you here once and for all". Ben put a hand on Peter's shoulder and Peter looked at him, "Go and get him kiddo", Peter nodded as his Spider-Man suit appeared on him, Ben disappeared and Spider-Man turned back to Spider-Venom, the two of them stared at each other for a few seconds before they ran towards each other and threw a punch at the other.

OUTSIDE OF PETER'S MIND,

Spider-Venom was pulling in his black mask until it got ripped to shreds and Spider-Man's mask showed up, he began to pull in the symbiote on the chest and ripped it of and his red chest with its black spider could be seen, a few police cars showed up and out of one of them came George, they all saw that Spider-Man was struggling to get the symbiote of himself, one officer took and arrested Kasady while George turned around and looked at the others, "How about we give him a little help". The officers nodded and took out two sonic blasters and fired at Spider-Man, the symbiote screeched as the sonic waves hit it, it got weaker and Spider-Man ripped piece after piece of himself.

INSIDE OF PETER'S MIND,

Spider-Man and Spider-Venom was still battling each other, Spider-Man was slowly getting the upper hand but Spider-Venom was still pretty evenly matched with him, but then they jumped away from each other so did he suddenly go down on a knee, Spider-Man felt him getting weaker and realized something must have happened to the body. He knew this might be his best chance to kick out the symbiote and he was going to take the chance, he ran towards Spider-Venom and delivered one punch after another before he gave him a powerful kick sending Spider-Venom flying and hit the ground, Spider-Venom began to scream before his consciousness began to fade until it disappeared completely from Peter's mind.

Spider-Man felt a hand on his shoulder and turned around to see his uncle standing there, he and Ben hugged before Ben took of the mask and smiled at Peter who smiled back, "You did well kiddo, I'm proud of you, I have always been". Peter's smile got bigger, "Thanks Uncle Ben, I miss you but I know you will always be with me, farewell for now, I love you".

OUTSIDE OF PETER'S MIND,

Spider-Man grabbed the weakened symbiote and ripped the front of the suit to shreds and the weakened alien couldn't stay on him anymore so it separated itself from him and tried to crawl away but got hit by another sonic wave, George threw a bag at Spidey who caught it and put the symbiote inside of it.

Spider-Man turned to see where the Carnage symbiote was and another officer had gotten it inside another bag, the officer gave it to Spider-Man who held both while he saw how both of the symbiotes tried to escape, "I'm going to make up for all the trouble I caused as Spider-Venom, and I will start by hiding these two in a place there no one will ever find them again".

George came towards him with a smile, "I know a good place, we get there in my car, the rest of you look after the ones that Kasady hurt here as Carnage", the officers nodded and went to check on people while George and Spidey got into George's car and drove away.

20 MINUTES LATER, THE OLD POLICE STATION,

Spider-Man and George got out of the car and Spidey looked wondering at him, "why are we here Captain?" George looked at him, "Just follow me Pete", Spidey nodded and followed him, they went to a building behind the station and George opened the door, he then revealed a hidden entrance in the floor, he and a really confused Spider-Man went down. While they were walking down so asked Spider-Man: "Why is there a hidden passage in a building behind the old police station?" George looked at him, "We used to have our worst criminals here but it was abandoned even before you were born so I'm not surprise that you don't know about it".

They soon reached a big metal door and Spidey gave the symbiotes to George before he took and opened the door, they put the two symbiotes inside and Spidey closed the door, "Will no one find them here?" George looked at Spider-Man, "Even if someone else remember this place so am I the only one who have access to this place, the symbiotes will never get out of here". Spider-Man nodded and the two of them went up and drove away from the old station.

10 MINUTES LATER,

George and Spider-Man was standing in a alley waiting for Gwen, George had asked her to pick up some of Peter's normal clothes, he said that they was going to go to his place anyway so why couldn't he come with them? Gwen soon showed up with a bag with clothes, she gave the bag to Spidey before she gave him a big hug, "I'm glad you're back to normal". Peter Smiled under his mask before Gwen left so he could change.

20 MINUTES LATER, QUEENS,

George car stopped in front of Peter's house, Peter, Gwen and George got out and walked towards his house, "Why are you coming with me? Is there something I don't know about?" Gwen was barely holding back a laugh, she understood why he didn't realize what day it was today but it was still hilarious.

Peter opened the door and got shocked to see aunt May, Anna Watson, MJ and Liz stand there and they all shouted at the same time: "HAPPY BIRTHDAY PETER!" Peter smacked his head with a smile, because of everything that had happened because of the two symbiotes so had he forgotten that it was his birthday today, George put a hand on Peter's shoulder, "Congratulation on your 17th birthday Peter, today is really a day to celebrate".

Soon so was everyone happy and was laughing, Gwen and Mary Jane was happy to see that Peter was back to normal again and Peter hadn't felt this good in a while now, he knew trouble was always looking for him, but right now so was everything perfect.

THE NEXT DAY,

George and Gwen was sitting in George's car outside Mary Jane's house waiting for her, she came out and got into the car and Gwen looked wondering at Peter's house, "Isn't Pete home?" MJ shook her head, "His aunt said he left early, he said that he wanted to do something before school". George looked at her and smiled, "I think he just wants to web-swing around the city and enjoy being free from the symbiote and know that both of them will never cause trouble ever again". Gwen and Mary Jane looked at each other and smiled before they nodded, it sure sounded like something he would do.

WITH PETER,

The now seventeen year old Peter Parker also known as the Spectacular Spider-Man was swinging around in the city just enjoying the wind in his face and the knowledge that both the Venom symbiote and the Carnage symbiote was locked up and would stay that way, "Right now so is everything perfect, I'm going to keep fighting crimes and try to win back the city's trust, but no matter what so am I always going to be New York's Friendly neighborhood SPIDER-MAN!" he shouted as he let go of the web and fell towards the ground before he shot another web-line and got back up in the air before he hit the ground and swung towards school that would soon start.

**So Peter stopped Carnage and got rid of the black symbiote and he and George locked both of them up, will they stay locked up or will they get out? Let's hope they stay locked up right okay? This is all from me true believers, and to our favorite web-slinger I say happy swinging and good luck, I have a feeling you're going to need it in the future. **


End file.
